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Golar LNG Ltd. Proxy Solicitation & Information Statement 2026

Apr 2, 2026

10194_rns_2026-04-02_4f0b549c-0aa4-4556-a457-e9645e9f0e7b.pdf

Proxy Solicitation & Information Statement

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GOLAR LNG LIMITED

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
MAY 19, 2026

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the “AGM”) of Shareholders of Golar LNG Limited (the “Company”) will be held at the Registered Office located at 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda and electronically via Microsoft Teams on Tuesday, May 19, 2026 at 9:30 a.m. (Bermuda time) for the following purposes, all of which are more completely set forth in the accompanying information statement:

To receive the financial statements of the Company for the year ended December 31st, 2025.

To consider the following Company proposals:

  1. To set the maximum number of Directors to be not more than eight.
  2. To resolve that vacancies in the number of Directors be designated as casual vacancies and that the Board of Directors be authorized to fill such vacancies as and when it deems fit.
  3. To re-elect Tor Olav Trøim as a Director of the Company.
  4. To re-elect Daniel W. Rabun as a Director of the Company.
  5. To re-elect Carl E. Steen as a Director of the Company.
  6. To re-elect Niels G. Stolt-Nielsen as a Director of the Company.
  7. To re-elect Lori Wheeler Naess as a Director of the Company.
  8. To re-elect Benoît de la Fouchardiere as a Director of the Company.
  9. To re-elect Mi Hong Yoon as a Director of the Company.
  10. To re-elect Stephen Schaefer as a Director of the Company.
  11. To re-appoint Ernst & Young LLP of London, England as the Company’s independent auditors and to authorize the Directors to determine their remuneration.
  12. To approve director fees payable to the Company’s Board of Directors of a total amount of fees not to exceed US$2,000,000.00 for the year ending December 31, 2026.

By Order of the Board of Directors

Mi Hong Yoon
Secretary

Dated: April 2, 2026

Notes:

  1. The Board of Directors has fixed the close of business on April 6, 2026, as the record date for the determination of the shareholders, entitled to receive notice of and to vote at the AGM or any adjournment thereof.
  2. Information concerning solicitation and voting for the AGM, in connection with the business proposals and a Form of Proxy voting for the AGM, including the Company’s audited consolidated financial statements for the year ended December 31st, 2025 are available on the Company’s website at https://www.golarlng.com under Investor Relations. Shareholders can request hard copies free of charge upon request by writing to us at: 2nd Floor, The S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton HM 11, Bermuda, or send an e-mail to: [email protected]
  3. No Shareholder shall be entitled to attend unless written notice of the intention to attend and vote in person* or by proxy, together with the power of attorney or other authority (if any) under which it is signed, or a copy of that power of attorney certified by a notary public, is sent to the Company Secretary at [email protected], to reach the Registered Office by not later than 48 hours before the time for holding the AGM.

  4. At the time of publication of this Notice, it is anticipated that the AGM will proceed as a hybrid meeting, which means the Shareholders are able to join and participate in the meeting either physically in person at the Registered Office, or via electronic remote participation. We strongly encourage Shareholders to participate remotely and submit a proxy electronically to ensure your shares are voted at the meeting.

  5. Each of the resolutions set out above will require the affirmative vote of a majority of the votes cast.

  6. A Form of Proxy is enclosed for use by holders of shares registered in Norway in connection with the business set out above. Holders of shares registered in the United States should use the separate Form of Proxy provided.

GOLAR LNG LIMITED

The following information is applicable to holders of shares registered in the United States only:

The Company is pleased to furnish its proxy materials for the AGM to its shareholders via the internet. The Company believes that this e-distribution notice and proxy process will expedite shareholders' receipt of proxy materials, lower the costs and reduce the environmental impact of the Company's Annual General Meeting. Accordingly, the Company will mail to its shareholders of record and beneficial owners instructions on how to access the AGM materials via the Internet and how to vote online.

YOUR VOTE IS IMPORTANT. PLEASE VOTE YOUR SHARES PROMPTLY.

TO VOTE YOUR SHARES, IF YOU ARE A SHAREHOLDER REGISTERED IN THE UNITED STATES YOU CAN USE THE INTERNET AS DESCRIBED IN PROXY MATERIALS, IN THE ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; CALL THE TOLL-FREE TELEPHONE NUMBER AS DESCRIBED IN THE ATTACHED PROXY STATEMENT AND ON YOUR PROXY CARD; OR COMPLETE, SIGN AND DATE YOUR PROXY CARD AND RETURN YOUR PROXY CARD BY MAIL.


GOLAR LNG LIMITED

INFORMATION CONCERNING SOLICITATION AND VOTING FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS (THE “MEETING”) OF GOLAR LNG LIMITED TO BE HELD ON MAY 19, 2026.

PRESENTATION OF FINANCIAL STATEMENTS

In accordance with Section 84 of the Bermuda Companies Act 1981, the audited consolidated financial statements of the Company for the year ended December 31, 2025 will be presented at the Meeting. These statements have been approved by the Directors of the Company. There is no requirement under Bermuda law that such statements be approved by shareholders, and no such approval will be sought at the Meeting.

The Company’s audited consolidated financial statements are contained in our Annual Report on Form 20-F and available on our website at www.golarlng.com. Shareholders can request a hard copy free of charge upon request by writing to us at: 2nd Floor, S.E. Pearman Building, 9 Par-la-Ville Road, Hamilton, HM 11, Bermuda, or send an e-mail to the Company Secretary or [email protected]. The audited consolidated financial statements of the Company for the year ended December 31, 2025, have been provided to Shareholders via the internet as described above.

COMPANY PROPOSALS

PROPOSALS 1 AND 2 – MAXIMUM NUMBER OF DIRECTORS AND CASUAL VACANCIES IN THE NUMBER OF DIRECTORS

It is proposed that the Company set the maximum number of Directors to be not more than eight in accordance with Bye-law 87. It is further proposed, in accordance with Bye-law 98, that vacancies in the number of Directors be designated as casual vacancies, and that the Board of Directors be authorized to fill such casual vacancies as and when it deems fit. Any director appointed to fill such a casual vacancy shall hold office until the next Annual General Meeting following his or her election or until his or her successor is elected.

PROPOSALS 3-10 – ELECTION OF DIRECTORS

The Board has nominated the eight persons listed below all of whom are presently members of the Board of Directors for re-election as Directors of the Company.

The Board, having reviewed the relevant relationships between the Company and each director, determined that a majority of the nominees meet the independence requirements of the Nasdaq Stock Market Rules. There are no family relationships among the director nominee or between any director nominee and any executive officer, the nominees have confirmed.

As provided in the Company's Bye-laws (the “Bye-laws”), each director is elected at each annual general meeting of Shareholders and shall hold office until the next annual general meeting following his or her election or until his or her successor is elected. The Board strongly supports their election and recommends that shareholders vote in favour of each nominee at the AGM.

Nominees For Election to the Company's Board of Directors

Information concerning the nominees for Directors of the Company is set forth below:

Name Director since Position with the Company
Tor Olav Trøim 2011 Director, Chairperson of the Board and Nomination Committee Member and Pricing Committee Member
Daniel W. Rabun 2015 Director, Audit Committee Member, Compensation Committee Member and Nomination Committee Chair
Carl E. Steen 2015 Director, Compensation Committee Chair, Pricing Committee Chair, Nomination Committee Member and Audit Committee Member
Niels G. Stolt-Nielsen 2015 Director and Compensation Committee Member

GOLAR LNG LIMITED

Lori Wheeler Naess 2016 Director and Audit Committee Chair
Benoît de la Fouchardiere 2025 Director and Compensation Committee Member
Mi Hong Yoon 2025 Director and Company Secretary
Stephen Schaefer 2025 Director

Tor Olav Trøim has served as a Director of the Company since September 2011 and was appointed Chairman of the Board in September 2017. Mr. Trøim is the founder and sole shareholder of Magni Partners. Mr. Trøim is a beneficiary of the Drew Trust, and the sole shareholder of Drew Holdings Limited. Mr. Trøim has over 30 years of experience in energy related industries serving in various positions. Before founding Magni Partners in 2014, he served as a director of Seatankers Management Co. Ltd., from 1995 to September 2014 and was the Chief Executive Officer of DNO AS from 1992 to 1995 and an Equity Portfolio Manager with Storebrand ASA from 1987 to 1990. During his tenure with Seatankers, Mr. Troim also held executive positions in affiliated companies. This included serving as Chief Executive Officer of Seadrill Ltd., Frontline Ltd., and Ship Finance Ltd. His other directorships and management positions include Magni Partners (Bermuda) Limited (Founding Partner), Stolt-Nielsen Limited (Director), Magni Sports AS (Director) and Borr Drilling Limited (Director). Mr. Trøim graduated with an MSc degree in naval architecture from the University of Trondheim, Norway in 1985.

Mr. Daniel W. Rabun has served as Chairman of our Board from 2015 to 2017 and has served as a Non-Executive Director since 2017. Mr. Rabun also serves on our Audit Committee, Compensation Committee and Nomination Committee (Chair). Mr. Rabun joined Ensco plc in March 2006 as President and as director on its board of directors. He was appointed to serve as Ensco plc's Chief Executive Officer in January 2007 and was elected chairman of its board of directors in May 2007. Mr. Rabun retired from Ensco plc as President and Chief Executive Officer in May 2014 and as chairman in May 2015. Prior to joining Ensco plc, Mr. Rabun was a partner at the international law firm of Baker & McKenzie LLP where he had practiced law since 1986. He served as a non-executive chairman and director of ChampionX Corporation from 2018 until its sale to SLB in July 2025. He also served as a non-executive director of APA Corporation (formerly known as Apache Corporation) from May 2015 to May 2024, where he was a member of the Corporate Responsibility, Governance and Nominating Committee and the Audit Committee. Mr. Rabun has served as a Non-Executive Director and a member of the Compensation Committee of Borr Drilling Limited since 2023, and was appointed Lead Independent Director in September 2025. Since October 2024, he has also served as non-executive Chairman of HMH Holding Inc. He is a U.S. Certified Public Accountant since 1976 and a member of the Texas Bar since 1983. Mr. Rabun holds a Bachelor of Business Administration Degree in Accounting from the University of Houston and a Juris Doctorate Degree from Southern Methodist University.

Mr. Carl E. Steen has served as a Non-Executive Director since January 2015. He currently serves as Chair of the Compensation Committee and is a member of both the Audit and Nomination Committees. Mr. Steen previously served as a director of Golar LNG Partners LP from August 2012 until its merger with New Fortress Energy. His career spans several high-profile companies, including in his role as Head of the Shipping, Oil Services & International Division at Nordea Bank, where he served from January 2001 to February 2011. Mr. Steen holds directorship positions in various Norwegian and international companies, including Himalaya Shipping Ltd, Wilh Wilhelmsen Holding ASA (Chairman), Bartel O. Steen Holding AS and CMB Tech NV. Mr. Steen holds a Master of Science in Industrial and Management Engineering from ETH Zurich, Switzerland.

Mr. Niels G. Stolt-Nielsen has served as a Director since September 2015 and serves on the Compensation Committee. He is Chairman of Stolt-Nielsen, which includes world-leading business in global bulk-liquid and chemical logistics, an innovative business in land-based aquaculture and a number of LNG joint ventures and investments. He brings extensive experience in shipping, logistics, and strategic leadership.

Ms. Lori Wheeler Naess has served as a Non-Executive Director and Audit Committee Chairperson since 2016 and is Chairperson of Golar's Safety, Environment and Ethics Committee. Ms. Naess is a VP of Financial Accounting at Cognite Holding AS, serves on the Board, Corporate Governance Committee, Nominating Committee, and Audit Committee of Opera Limited, a U.S.-listed company, and since 2024 as a non-executive board member and Audit committee Chairperson of 2020 Bulkers Ltd. Ms. Naess was a director at PricewaterhouseCoopers in Oslo and was a Project Leader for the Capital Markets Group. Between 2010 and 2012, she was a Senior Advisor for the Financial Supervisory Authority in Norway and prior to this she was also with PricewaterhouseCoopers in roles in the U.S., Norway and Germany. Ms. Naess is a U.S. Certified Public Accountant (inactive).

Mr. Benoit de la Fouchardiere was appointed as a Director of Golar in May 2025. He served as Chief Executive Officer of Dixstone, a Netherlands-based shipyard and engineering services affiliate of the Perenco Group until September 30, 2025. Prior to his role at Dixstone, Mr. de la Fouchardière held various senior leadership positions at Perenco, a leading independent European oil and gas company and a current shareholder and customer of Golar LNG. He served as CEO of Perenco from 2016 to March 2024, following nearly two decades in operational roles across major oil basins worldwide. He currently holds non-


GOLAR LNG LIMITED

executive director roles within the Perenco Group and serves as a Board Member of the African Energy Chamber. Mr. de la Fouchardière holds engineering degrees from Grenoble INP – Ense3 and IFP School in France.

Mi Hong Yoon has served as a Director since May 2025 and as our Company Secretary since March 2022. Ms. Yoon has also served as Managing Director of Golar Management (Bermuda) Limited since March 2022. Prior to this role, Ms. Yoon was the Chief Legal, Regulatory and Compliance Officer at Digicel from March 2019 to February 2022 and also served as Senior Legal Counsel of Telstra Corporation Limited’s global operations in Hong Kong and London from 2009 to 2019. She brings extensive international legal and regulatory, corporate governance and compliance experience. She is a member of the Institute of Directors and has held various director and company secretary positions, including Cool Company Ltd. Her current directorships and management roles include serving on the board of directors and as company secretary of Borr Drilling Limited, Himalaya Shipping Ltd, and Bruton Limited, and serving as company secretary of 2020 Bulkers Ltd. Ms. Yoon holds a Bachelor of Laws (LLB) from the University of New South Wales and a Master of Laws (LLM) in International Economic Law from the Chinese University of Hong Kong.

Mr. Stephen Schaefer was appointed as a Director in August 2025. Mr. Schaefer brings extensive experience in the natural gas and electricity markets, having been actively involved in the sector since 1993. Mr. Schaefer currently serves as Chairman of Talen Energy Corporation, as a Directors of GenOn Energy and as Senior Advisor of EverGen Power LLC. His previous roles include Chairman of GenOn Energy and Texgen Power LLC and as a member of the Board of Directors for Homer City Holdings LLC, Element Markets LLC, Just Energy and Alpine Summit Energy Partners. Prior to retiring in 2015, he was a Partner with Riverstone Holdings, a private equity firm focused on energy investing. Previously, Mr. Schaefer was a Managing Director with Huron Consulting Group, where he founded and headed its Energy Practice. From 1998 to 2003 Mr. Schaefer was Managing Director and Vice President of Duke Energy North America, responsible for mergers and acquisitions. Mr. Schaefer is a Chartered Financial Analyst and holds a B.S., magna cum laude, in Finance and Accounting from Northeastern University.

PROPOSAL 10 – RE-APPOINTMENT OF INDEPENDENT AUDITORS

At the Meeting, the Board will ask the shareholders to approve the re-appointment of Ernst & Young LLP of London, England as the Company's independent auditors and to authorize the Board of Directors to determine the auditors’ remuneration.

Audit services provided by Ernst & Young LLP in fiscal year 2026 included the examination of the consolidated financial statements of the Company and its subsidiaries.

PROPOSAL 11 – TO APPROVE DIRECTORS’ FEES

The Board proposes that shareholders approve director fees payable to the Company’s Board of Directors in a total amount of fees not to exceed US$2,000,000.00 for the year ending December 31, 2026.

OTHER BUSINESS

Management is not aware of any business that will be presented for consideration at the Annual General Meeting other than that stated in the Notice of Annual General Meeting. Should any additional matters come before the Annual General Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgement of the person or persons named in the proxy.

By Order of the Board of Directors

Mi Hong Yoon
Secretary


GOLAR LNG LIMITED

Golar LNG Limited (the “Company”)
Form of Proxy for use at Annual General Meeting to be held on May 19, 2026

I/We ...
of ...
being (a) holder(s) of ... Ordinary Shares of $1.00 each of the above-named

Company on the record date of April 6, 2026 hereby appoint the duly appointed Chairperson of the meeting or
... to act as my/our proxy at the Annual General Meeting of the Company to be held
on May 19, 2026 or at any adjournment thereof, and to vote on my/our behalf as directed below.

Please indicate with an X in the spaces provided how you wish your vote(s) to be cast on a poll. Should this card be returned
duly signed, but without a specific direction, the proxy will vote or abstain at his discretion.

Proposals For Against Abstain
1. To set the maximum number of Directors to be not more than eight.
2. To resolve that vacancies in the number of Directors be designated as casual vacancies and that the Board of Directors be authorized to fill such vacancies as and when it deems fit.
3. To re-elect Tor Olav Trøim as a Director of the Company.
4. To re-elect Daniel W. Rabun as a Director of the Company.
5. To re-elect Carl E. Steen as a Director of the Company.
6. To re-elect Niels G. Stolt-Nielsen as a Director of the Company.
7. To re-elect Lori Wheeler Naess as a Director of the Company.
8. To re-elect Benoît de la Fouchardiere as a Director of the Company.
9. To re-elect Mi Hong Yoon as a Director of the Company.
10. To re-elect Stephen Schaefer as a Director of the Company.
11. To re-appoint Ernst & Young LLP of London, England as auditors and to authorize the Directors to determine their remuneration.
12. To approve director fees payable to the Company’s Board of Directors of a total amount of fees not to exceed US$2,000,000.00 for the year ending December 31, 2026.

Date ... Signature ...

Notes:
1. A Shareholder entitled to attend and vote at a meeting may appoint one or more proxies to attend and, on a poll, vote instead of him/her.
2. Proxies appointed by a single Shareholder need not all exercise their vote in the same manner.
3. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority is determined by the order in which the names stand in the Register of Members.
4. In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorized officer or attorney.
5. If it is desired to appoint by proxy any person other than the Chairperson of the Meeting, his/her name should be inserted in the relevant place, reference to the Chairperson deleted and the alteration initialed.
6. This proxy should be completed and sent to the following address not later than 48 hours before the time for holding the meeting.

Holders of Shares registered on the Oslo Stock Exchange should return their Proxy Forms to:

Nordea Bank Norge ASA, Issuer Services
PO Box 1166 Sentrum
0107 Oslo, Norway
Fax: +47 22 48 49 90/ +47 22 48 63 49
Or via e-mail to: [email protected]